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26 various artist tracks by performers singing the songs of Mann & Weil. This is the third installment by ACE (Goffin-King & Greenwich-Barry) of these fine song writers from the Brill Building in the late 50's, early 60's. - It's Getting Better - Mama Cass
- Kicks - Del Shannon
- The Bossa Nova (My Heart Said) - Tippie & the Clovers
- I'd Be So Good For You - Joanie Sommers
- I'm Gonna Be Strong - Gene Pitney
- Where Have You Been (All My Life) - Arthur Alexander
- Hungry - Paul Revere & the Raiders
- Please Don't Wake Me - The Cinderellas
- It's a Happening World - The Tokens
- Chico's Girl - The Girls
- I Just Can't Help Believing - BJ Thomas
- Brown Eyed Woman - Bill Medley
- Girl, It's Alright Now - Bruce & Terry
- Glitter and Gold - The Turtles
- In the Park - The Drifters
- Find Another Fool - The Marcels
- Remember Me Baby - The Chiffons
- Magic Town - The Vogues
- That's the Boy - Donna Loren
- The Coldest Night of the Year - Nino Tempo & April Stevens
- Where Do I Belong - Calvin Grayson
- Let Me Walk With You - The 2 of Clubs
- She is Today - Bergen White
- It's Not Easy - The Sweet Inspirations
- See That Girl - The Righteous Brothers
- Make the Woman Love Me - Dion
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